What is Directors and Officers Insurance?

Directors and Officers (D&O) Insurance covers claims resulting from business decisions and actions taken by company managers as part of their job duties. An organisation's officers typically include key executives and managers, but not all employees. Policies cover defence costs and damages arising out of wrongful act allegations and lawsuits brought against an organisation's directors and/or officers.

One common claim is that of wrongful employment practices. This can include complaints of discrimination, wrongful termination and hostile workplace conditions.

Directors and Officers Insurance coverage is necessary to enable managers to make decisions without having to worry about personal liability. Directors and Officers coverage allows managers to settle claims quickly and discreetly.

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Types
Does my business need Directors and Officers Insurance?
Cost
What does it cover?
Types
How much does it cost?
Cost
What’s the difference between D&O and PI Insurance?

Does my business need Directors and Officers Insurance?

Directors and Officers (D&O) Insurance is not a legal requirement. However, many companies now purchase it as part of their risk management strategy. Managers can make mistakes and will often be held liable. Management and executives sometimes make tough decisions, often based on uncertain information, which then can have a huge impact on the business and outside world. No matter how careful or experienced they are, any manager's actions and decisions can possibly result in losses for an organisation or a third party, which can lead to costly litigation. D&O Insurance makes the risk that comes with managerial decision-making manageable and transparent, ensuring that a company's management has room to make such decisions.

Today's increasingly complex legal environment means businesses face a heightened prospect of liabilities and litigations, often driven by “adverse news events”. Companies usually purchase D&O Insurance for financial protection because lawsuits are expensive, and the costs associated with them are rising. Moreover, if companies do not have a good D&O Insurance programme in place it is unlikely that they will be able to attract top managerial talent, given the potential risks involved.

Who Can Make Claims Under D&O Liability Insurance?

Directors and Officers insurance, or D&O liability insurance, is designed to protect the personal assets of directors and officers of a company from claims made against them for alleged wrongful acts. However, understanding who can make claims under this type of coverage is essential to ensure that the right individuals are protected.

  • Directors and Officers

    The primary beneficiaries of Directors' and Officers' insurance are the directors and officers themselves. If they face allegations of misconduct, negligence, or failure to perform their duties, D&O liability insurance can cover legal costs, settlements, and other expenses. These individuals are protected from personal financial loss resulting from claims made against them in the course of their work.

  • The Company

    In some instances, the company itself may also make a claim under D&O liability insurance. If the company is named in a lawsuit alongside its directors and officers, the policy can help cover the costs associated with defending the company. This might occur if the company is accused of being complicit in a director's alleged wrongdoing.

  • Employees (Under Specific Circumstances):

    While Directors' and Officers' insurance primarily protects directors and officers, some policies can extend coverage to employees. This is often the case when employees are acting in a managerial capacity or are being sued as part of a broader legal action involving directors or officers. However, this will depend on the specific terms of the policy.

  • Shareholders

    In some cases, shareholders can make claims under D&O liability insurance if they suffer financial loss due to alleged actions by the company's directors or officers. For instance, if directors make decisions that lead to financial harm for shareholders, they may seek compensation through the policy.

  • Third Parties

    In certain instances, third parties who are affected by a director's alleged misconduct may file claims against the company. Directors' and Officers' insurancecan help cover the legal fees and settlements related to these claims, though coverage may vary depending on the specifics of the policy.

D&O liability insurance is a vital protection for those in leadership roles within a company, ensuring that they have financial security when facing legal challenges related to their professional decisions. It's crucial for companies to carefully review their policies to understand who is covered and under what circumstances claims can be made.

Why is D&O Liability Insurance Important?

Directors and Officers (D&O) Liability Insurance is an essential safeguard for companies, providing protection against potential legal claims faced by those in leadership positions.

The directors and officers may be held personally liable for decisions made in the course of managing a company. D&O Liability Insurance helps cover legal fees, settlements, and other costs if they are sued for alleged wrongful acts such as breach of duty, negligence, or misrepresentation.
Legal claims against directors or officers can significantly damage a company's standing with clients, investors, and the public. Having D&O cover in place signals to stakeholders that the company takes risk management seriously, helping maintain trust and confidence even during disputes.
Investors often expect companies to have D&O insurance as part of their governance and risk frameworks. It also supports compliance with regulatory expectations by providing financial protection for those charged with oversight and decision-making responsibilities.
  • Preserves personal assets of directors and officers in the event of legal action, helping attract and retain qualified leadership.
  • Reduces financial impact on the business by covering defence costs and settlements that could otherwise strain cash flow.
  • Helps protect corporate reputation by demonstrating preparedness and accountability to external stakeholders.
  • Minimises operational disruption during litigation by offering support and clarity around responsibilities.
  • Supports investor confidence, especially in high-growth or regulated industries, where governance scrutiny is heightened.
  • Complements other forms of protection such as Professional Indemnity Insurance and Business Insurance, which may not cover management-level decisions or actions.

With the right approach, you're not just managing risk, you're building a more secure foundation for your business in Singapore.

What does Directors and Officers Insurance cover?

D&O Insurance covers:

  • Directors and Officers liability
  • Company reimbursement
  • Entity securities
  • Breach of fiduciary duty lawsuits
  • Breach of contract lawsuits
  • Shareholder oppression lawsuits
  • Negligence lawsuits
  • Defamation lawsuits
  • Employment practices liability lawsuits

D&O Insurance does not cover:

  • Fraud
  • Intentional criminal acts
  • Illegal remuneration or personal profit
  • Claims made under a previous policy
  • Uninsurable fines and penalties

How D&O Insurance Is Structured?

Directors and Officers (D&O) liability insurance provides protection for company executives and the business itself. The policy typically includes three main components: Side A, B, and C.

  • Side A: Non-Indemnifiable Loss

    Side A covers directors and officers when the company cannot indemnify them for claims. It protects their personal assets by covering legal fees, settlements, and other expenses related to the claim.

  • Side B: Indemnifiable Loss

    Side B reimburses the company for indemnifying its directors and officers. If the company covers the legal costs for executives, Side B ensures corporate assets are used to pay those expenses.

  • Side C: Securities Entity Coverage

    Side C applies to publicly traded companies and covers claims related to the company’s securities, such as shareholder lawsuits or market manipulation allegations. It protects the company’s assets against these claims.

  • Corporate Legal Liability (Entity Cover)

    For private companies, this coverage protects the business against claims not related to securities but other legal issues like contract disputes or regulatory violations, safeguarding corporate assets.

Tailored Directors' and Officers' Insurance for SMEs

SMEs often overlook Directors' and Officers' insurance, thinking it's only for large companies. However, smaller businesses can face significant legal risks. Tailored policies with lower premiums and coverage limits can provide vital protection against costly legal claims.

The structure of Directors' and Officers' insurance ensures comprehensive protection for both individual executives and the company, helping businesses manage potential legal and financial risks.

Managing Risk with D&O Insurance

Directors' and Officers' insurance, or D&O liability insurance, plays a vital role in managing corporate risk by providing protection while encouraging proactive governance and compliance.

  • Promoting Governance and Compliance

    D&O liability insurance motivates companies to adopt strict governance standards and ensure regulatory compliance. Knowing their personal assets are protected, directors and officers are more likely to prioritise ethical decision-making and transparency.

  • Encouraging Proactive Risk Assessment

    Directors' and Officers' insurance drives boards to regularly assess and address potential risks. By identifying vulnerabilities early, it helps companies implement effective mitigation strategies and prepare for emerging challenges.

  • Safeguarding Against Unforeseeable Liabilities

    D&O liability insurance protects both individuals and the company from unforeseeable liabilities. It covers legal costs, settlements, and expenses arising from lawsuits or regulatory investigations, reducing the financial impact of legal claims.

In summary, Directors' and Officers' insurance is essential for managing corporate risk. It fosters a culture of due diligence, supports compliance, and provides vital protection for directors, officers, and the business itself.

How much does Directors and Officers Insurance cost?

The premium for D&O Insurance is calculated based on the estimated claims frequency and severity. There are several risk factors that affect pricing, including:

  • The size of the company
  • Domestic and international activity
  • History of past claims
  • Industry sector
  • Mergers and acquisitions activity
  • Professional backgrounds
  • Profit
  • Debts

What's the difference between Directors and Officers Liability Insurance and Professional Indemnity Insurance?

Professional Indemnity policies protect your company from professional negligence, errors and omissions. Directors and Officers Liability policies protect the Directors or Officers from wrongful acts committed.

Example:

You run a business strategy consultancy firm. An employee makes a series of poor strategy recommendations, causing massive losses for your clients. In this case, your clients could file two separate lawsuits against you:

  1. Your company gets sued for professional negligence. Only a Professional Indemnity policy will cover this.
  2. You get sued as a Director/Officer of your company for breach of fiduciary duty. Only a Directors and Officers Liability policy will cover this.

It's therefore important to combine both a Professional Indemnity policy and Directors and Officers Liability policy for maximum coverage.

Tailored D&O Liability Insurance Solutions from eazy

At eazy, we specialise in simplifying Directors & Officers (D&O) liability insurance for companies in Singapore. We understand that navigating the complexities of D&O insurance can be challenging, and we are here to provide clear, straightforward solutions designed to protect your organisation's leadership.

Customised Coverage & Guidance

Customised Coverage & Guidance

We work closely with you to understand your specific needs, offering tailored coverage that aligns with your company's risks and requirements. Our team provides expert guidance throughout the process, ensuring you fully understand your policy and how it protects your organisation.

Policy Support

Policy Support

From the moment you engage with us, we provide comprehensive policy support. Whether you're looking for advice on claims, policy renewals, or adjusting your coverage as your business evolves, we are committed to offering continuous assistance.

Trusted Panel of Leading Insurers

Trusted Panel of Leading Insurers

We partner with a trusted panel of leading insurers, ensuring you have access to competitive rates and robust coverage options. Our strong relationships with these insurers mean that you benefit from reliable protection at the best possible terms.

Contact us to learn how eazy can simplify your D&O liability insurance and offer your company the protection it needs.

Frequently Asked Questions

About Directors And Officers Liability Insurance In Singapore

  • Directors and Officers (D&O) insurance isn't compulsory in Singapore, but investors may require your company to purchase this insurance policy to protect their investments from liabilities arising from wrongful acts.
  • No, D&O insurance protects the company and its directors from legal liabilities. Meanwhile, key person or keyman insurance policies cover the business against loss if key executives can no longer serve the company (e.g. in the event of the executive/s death).
  • Yes. A startup can benefit from D&O insurance, as it protects executives and high-level decision-makers against potential lawsuits while running the company. Aside from these, having insurance coverage also helps startups attract talents, secure funding, or go public in the future.
  • Ideally, you'll need D&O liability insurance if you're a board member or serving on a board. Insurance coverage protects you from lawsuits from employees, investors, regulators, vendors, etc
  • Yes. Management liability insurance policies can include D&O and the following:
    • Employment Practises Liability Insurance (EPL)
    • Fiduciary Liability Insurance
    • Crime Insurance

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